Director/PDMR Shareholding

Annex DTR3 Notification of Transactions of Directors/Persons DischargingManagerial Responsibility and Connected Persons Please complete all relevant boxes should in block capital letters. 1. Name of the issuer 2. State whether the notification relates to (i) a transaction notified BANK OF AMERICA CORPORATION in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with section 793 of the Companies Act 2006, or (iii) in accordance with paragraph 26 of the Model Code THIS TRANSACTION RELATES TO (i) 3. Name of person discharging 4. State whether notification relates to managerial responsibilities/ a person connected with a person director discharging managerial responsibilities/director named in 3 and identify the connected person NEIL A. COTTY NO 5. Indicate whether the 6. Description of shares (including notification is in respect of a class), debentures or derivatives or holding of the person referred financial instruments relating to to in 3 or 4 above or in shares respect of a non-beneficial interest[1] DERIVATIVE SECURITIES RELATING TO SHARES OF COMMON STOCK 7. Name of registered shareholders 8 State the nature of the transaction (s) and, if more than one, the number of shares held by each 1. VESTING OF 2014 RESTRICTED STOCK of them UNITS AWARD (CASH SETTLED) 2. VESTING OF 2013 RESTRICTED STOCK UNITS AWARD (CASH SETTLED) 3. VESTING OF 2012 RESTRICTED STOCK UNITS AWARD (CASH SETTLED) 9. Number of shares, debentures or 10. Percentage of issued class acquired financial instruments relating (treasury shares of that class should to shares acquired not be taken into account when calculating percentage) 11. Number of shares, debentures or 12. Percentage of issued class disposed financial instruments relating (treasury shares of that class should to shares disposed not be taken into account when calculating percentage) 13. Price per share or value of 14. Date and place of transaction transaction FEBRUARY 14th and 15th, 2015 CHARLOTTE, NC 1. 2014 RSU Award - 43,870 AT U.S. $16.61 PER RSU 2. 2013 RSU VESTING - 57,838 AT U.S. $16.61 PER RSU 3. 2012 RSU VESTING - 86,793 AT U.S. $16.61 PER RSU 15. Total holding following 16. Date issuer informed of notification and total transaction percentage holding following notification (any treasury FEBRUARY 18, 2015 shares should not be taken into account when calculating percentage) If a person discharging managerial responsibilities has been granted optionsby the issuer complete the following boxes 17 Date of grant 18. Period during which or date on which exercisable 19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved (class and number) 21. Exercise price (if fixed at 22. Total number of shares or time of grant) or indication debentures over which options that price is to be fixed at held following notification the time of exercise 23. Any additional information 24. Name of contact and telephone number for queries EVELYN D. KING Name of authorised officer of issuer responsible for making notification EVELYN D. KING Date of notification FEBRUARY 18, 2015 This form is intended for use by an issuer to make a RIS notification requiredby DR 3.1.4R(1). (1) An issuer making a notification in respect of a transaction relating to theshares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. (2) An issuer making a notification in respect of a derivative relating theshares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. (3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3and 17 to 24. (4) An issuer making a notification in respect of a financial instrumentrelating to the shares of the issuer (other than a debenture) should completeboxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and a. 24.